by the effect of general equitable principles; and (d) no Event of Default has occmred and is continuing, or will result immediately after giving effect to the transactions contemplated by this Amendment.
6.Release. To induce Lessor to enter into this Amendment, Lessee hereby absolutely and unconditionally releases and forever discharges Lessor, and any and all paiticipants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity, or upon contract or tort, or under any state or federal law, or otherwise, which Lessee have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time, to and including the date of this Amendment, whether such claims, demands and causes of action are matured orunmatured, or known or unknown (but excluding arithmetic enurs in the calculation of any rent or other amount due Lessor in the ordinary course of business).
7.Amendment Fee. Simultaneously with its execution of this Amendment, Lessee shall pay to Lessor a fee (the "Amendment Fee") of$2,000,000 in good, immediately available funds. The Amendment Fee is fully earned as of the date hereof and shall be non-refundable for any reason.
8.Effectiveness. This Amendment shall become effective only upon Lessor's receipt of a fully executed copy of this Amendment together with the Amendment Fee.
(a).Entire Agreement. This Amendment and the other Lease Documents constitute the entire agreement and understanding between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior negotiations, understandings and agreements between such parties. There are no unwritten, oral agreements among the parties.
(b). Counterparls. This Amendment may be executed and delivered in one or more counterparts (including via .pdf or other means of electronic transmission), each of which is an original and all of which together constitute one and the same instrnment.
(c).Severability; Headings. If any provision or provisions of this Amendment shall be held to be invalid, illegal, unenforceable or in conflict with the law of any relevant jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The headings herein are inserted only for convenience and shall not affect the interpretation of this Amendment.
(d).Further Assurances; Costs and Expenses. Notwithstanding any provision in any Lease Document to the contraty, Lessee shall execute and deliver such further documents, instruments, and agreements as Lessor may request, and shall take any other actions that are necessaiy or, in the opinion of Lessor, desirable to, establish, maintain, and protect the rights and remedies of Lessor under the Lease Documents and to carry out the intent and purpose thereof. Lessee shall pay on demand all of Lessor's costs and expenses (including attorney's fees and legal expenses) in connection with the preparation, execution and enforcement of this Amendment.
(e). Governing Law; Jury Waiver. This Amendment expressly incorporates the terms of Sections 28 and 29 of the MLA related to, inter alia, governing law, jurisdiction, forum selection, venue and jury waiver as if such terms were set out in full herein, mutatis mutandis.
[Signature Page Follows]
